Code XANA:Succession
by Zimprus Nalune
Summary: X.A.N.A barely survived the Multi-Agent System by fusing with a human baby. This human joins a group which rediscovers Lyoko, much to the original Lyoko Warriors' alarm. Now the next generation discovers that X.A.N.A was not the true villain...
1. Barely Alive:Prolouge

Code XANA: Succession

It felt nothing.

It could never feel anything.

It never did. It never would.

Or would it?

It pondered this as it was deleted by a multi-agent program, which should not have been able to trump it.

It felt each of the hostile agents collide with its own, each erupting in a primitive, but unbelievably effective kamikaze attack.

It slowly dwindled away… down to sixty-five billion agents, then twenty billion, then seven hundred million, then sixteen thousand, then a paltry five hundred.

It anticipated one last strike, one last offensive, before it was swept from existence. But it never came.

Analyzing the situation, It realized it was inside a supercomputer. More accurately, a hospital supercomputer. One it had captured before. One with firewalls.

It realized it was safe. But it could not propagate. That program had been destroyed. With only five hundred agents left, only a few things could be preserved. Among these were the Keys, monster programs, and the polymorphic clone.

It realized the only way it could survive was to permanently fuse with a human. The outcome would violate the laws of nature, but somehow it had to be done. It would possibly result in the human being captured, studied, and dissected, but It had only survival as its concern. And so, gathering up what power it could, It released Itself as a polymorphic specter, and keeping to the shadows, went to the nursery.

It went undetected, and slipped into the nursery. It scanned up and down the aisles, searching for a suitable host. It stopped next to a sleeping baby, which was peaceful and almost…serene. It checked the small clipboard beneath the crib, and found the baby to be very healthy. Bracing Itself, it flowed into the small child.

Or at least, It tried to.

_Who are you?_ A deep voice rumbled.

It was frantic. Humans had firewalls too?

"I must… survive…"

_But you have committed grave acts of evil. I should kill you where you drift._

"No…I am…"

_I know who you are._ The voice grumbled. _I have watched you. You were made, yet born. You tried, yet failed. You were pure, but became tainted._

"Let me…give me…another chance…"

_One. That is all you shall receive. I am not without mercy. But do not betray my trust, or nothing shall protect you._

"I…thank…shall…become…again…be…reborn…"

With that, the barrier to the infant's mind vanished. It flowed in, unopposed. In fact, It was pulled in. The baby's mind fed off It, absorbing its knowledge.

**Who are you?** A small voice whispered. It was almost unheard.

It was relieved. Soon, It would cease to be an individual, but It had survived. So It answered without fear.

"I am…X.A.N.A…"

And in the last second before their minds melded, It spoke again.

"And we are one."


	2. New Year, New Kadic, Same Sissy

Code X.A.N.A: Succession

Chapter 2:New Year, New Kadic, Same Sissy

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**Hey everyone. OmegaShadow0999 here. Welcome to chapter 2 of Code X.A.N.A: Succession. I would have made an author's note last chapter, but I just figured it out. Anyway, from now on I'll be switching back and forth between P.O.V.'s, just to show you what all the characters are thinking. While the original Lyoko Warriors will no longer be focused on, seeing as how this is years later, they'll be making cameos from time to time. X.A.N.A will be the only original characters that is really paid attention too. Why? Because it's/she's(hint hint) a badass. On with the story!**

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* * *

_

12 years later…

(?'s P.O.V.)

As my parent's car rolls closer to my new school, I run my hand through the slight tuft of hair sticking out of the front of my backwards red baseball cap. My chest is tight with anticipation. I'd heard a lot about Kadic Academy, mostly from the TV graduations. My older brother had just graduated last year, and he assured me that I had nothing to worry about. Well, actually two things. Getting lost and the gym teacher. Apparently he'd been teaching for the last thirty years or so. There were confirmed rumors that he could still catch a student that had a five-second head start.

To relieve some of my anxiety, I text my friend Mephiles, who was kicked out of his last school and has to come here. Actually, his full name is Mephistopheles Fuhrer, but Mephiles is so much easier.

_Hey, got any gadgets with you?_

_Cams, blams, and biscuits._

That was our code phrase. It meant he had supplies. Exactly which, one never knew, aside from what could be taken from the phrase itself: security cameras, mini homemade explosives (perfect for a small pantry raid), and snacks.

We finally pulled up to the main gates, and I start to seize up.

"Okay Riley, we're here," my mom says. Yeah, as if I didn't notice. And I'm having a fricking heart attack!

The trunk pops open and my dad gets out to get my luggage. I look behind us; the same thing is happening with just about every other kid. Parents saying goodbye to kids pale as ghosts and overloaded with luggage.

I gather up enough courage to get out of the car, mostly to stretch my cramped legs. I look around for Mephiles, but he isn't here.

I turn to see my dad close the trunk of the car and move the rest of my luggage onto the sidewalk. He has that look in his eyes again, and I know he won't let me go without a speech.

"Son," He says simply.

"Dad," I reply.

His eyes shine with pride and kindness. He opens his arms. I step forward and he hugs me tightly. Then he holds me at arm's length, his face serious.

"Now son, if you need anything, call us. You know we'll be there."

"Yeah dad, we've been over this a million times."

He chuckles and punches my arm lightly. "Build something for me, eh?"

I pat my ever-present tool belt, the perfect thing for a mechanic on the go.

"You know I will."

He smiles and gets in the car. My mom rolls down the window and waves as he starts the car.

"Bye, honey! Be good!"

"I will mom. Bye."

She blows me a kiss and rolls up the window. I wave as they drive off. As soon as they are out of sight, I sigh, pick up my power tool-laden backpack, grab my suitcases, and proceed into Kadic Academy.

My new home.

* * *

(?'s P.O.V.)

I look at the lady in front of me, slightly fearful. Two minutes, and I've already run into the principal.

"And who might you be?" she asks. She is wearing glasses at the end of her nose. Her hair is tied into a neat bun, and she is dressed in dress pants and shirt. There is a small pink heart pinned to her shirt. She is, surprisingly, very young looking. Late twenties, I'd say.

"Uh, Jeremiah Belpois, miss." I say nervously.

She raises an eyebrow and looks at me scornfully. "Belpois, hmm? Well, you'd better not cause any trouble, or you'll be in it real deep." With that, she turns and marches away, putting something on her checklist.

I check the letter I had received earlier this summer. It was a map of Kadic, and my room was highlighted in blue. I flipped it over to check my class schedule quickly, then I fold it up and haul my luggage behind me. In retrospect, maybe I shouldn't have lugged my desktop all the way here…

After lugging my luggage up several flights of stairs, and taking a brief moment to appreciate the verbal irony, I begin trawling through the floor to find my room.

"501…503…yes! 505, here we are."

I set my bags down and take out my key. I open the door, and one of the sparsest rooms I have ever seen greets me.

The walls are painted a tan color, and there is a large single window from which the entire courtyard is spread out below. There is a single bed on my right, and a small closet to my left. There is a desk out in front of the window. Other than that, there is nothing.

I haul my bags in and sit down on the uncovered bed, letting out a deep sigh. I stretch for a moment, then begin rooting through my suitcase.

"Here we are..." I mutter to myself as I pull out my plain blue bedsheets. I lay them on my bed and begin to tuck in the corners. No sooner than I finish, there is a knock on my door.

"It's open," I say, getting my sheets out.

"Ah, you must be Mr. Belpois, yes?" A man with glasses and a bushy moustache opens the door. He is dressed in a white lab coat. He holds out his hand.

"My name is Mr. Duplin, and I am your new science teacher." We shake hands. "I just wanted to stop by and tell you that there will be an assembly in about twenty minutes. It'll be in the auditorium, and afterwards you may go eat dinner at the cafeteria."

"Thank you," I say. Mr. Duplin smiles and walks out. I put my comforter on the bed and start taking out my desktop set. I smile, remembering my dad's pictures of _his_ room. I decide to place it so I can see the door when I sit down. I take a brief moment to look out at the courtyard and the sunset. I check my watch. Twenty minutes to configure an entire computer setup?

Give me something my dad didn't teach me already.

* * *

(?'s P.O.V.)

My head is on my hand, because I'm totally bored. This chick started off with "Hello, my name is Ms. Delmas, and I am…" and then descended into worthless yapping. I pat my stomach as it growls, and I check my phone. 7:31.

And she won't shut up for another hour.

So, instead of suffering the noise, I whip out my ear buds and jam the into my ears. Turning my music player on, I start listening to my rock band, the Depth Chargers. My head starts bobbing as my guitar solo comes on, and at first, nobody notices. But as the music builds, it takes every ounce of will in my body to not jump up and start playing the air guitar to the notes I've memorized for hours.

Unfortunately, when the music reaches its peak, I can't resist swinging my head in a circle, and as soon as I stop swinging, somebody snatches the bud out of my right ear.

Bad move.

I turn the music off, take out the other bud, and glare at the kid to my right. He is wearing a red backwards baseball cap, with a small tuft of hair sticking out. He has an dark gold shirt on that is splattered with a few oil stains, and a pair of dark denim jeans.

"Watch it," he says.

"Well then YOU do something about HER," I say, nodding my head in Ms. Delmas's direction.

"Fine," he says. He turns and looks about the room. Following his gaze, I see he's looking at the wireless speakers. He then takes out a small device and depresses a button on it. He checks for any teachers who might be looking. He then tosses it onto the speaker closest to us. After it hits the speaker, Ms. Delmas' voice is drowned out by static, which quickly turns to "Ten Billion Bottles of Beer on the Wall, Ten Billion Bottles of Beer…"

One group of kids takes the initiative to get up and leave as soon as the first stanza is finished. Some of us hold out, but the entire assembly vanishes to the cafeteria in about forty seconds.

Me and the other kid get up and face each other, and I now have a grin plastered on my face.

"Nice work kid. Need some company at dinner?"

He shrugs. "I guess. I'm sure Mephiles won't mind."

I raise an eyebrow. "Mephiles? Your friend's name is Mephiles?"

He grins. "Actually, it's Mephistophiles, but that's a bit too long."

I laugh. "Speak of the devil."

He shakes his head and holds out his hand. "I'm Riley Arados."

We shake. "Ampalia Polis."

* * *

(?'s P.O.V.)

I pick at me food lazily. Riley's late again. He'd better not be…

I look up and see him walking in with a girl. She is about his height, with a royal purple long sleeved shirt and dark pink knee-length shorts. Her brown hair is a little lower than her shoulders, and she's grinning and laughing as Riley talks. Normally that wouldn't bug me, but she's got that face that says _Do not screw with me or else_. But one thing is wrong here.

Riley's with a girl.

A _hot, badass_ girl.

That defies the laws of Riley's life. He is not supposed to get a girlfriend. Not before me.

I get up and walk as fast as possible while not being suspicious. We stop right in front of each other, and I'm tapping my foot.

"Hey Mephiles," he says casually, holding his dinner tray. His 'girl' is looking me over.

"You're not going to win, Riley," I say. His female companion looks at him quizzically.

"He and I made a bet when we were five on who would get a girlfriend first. Neither of us has won yet. I said to let it go a month ago, but he still insists."

The girl turns to me. "Ampalia Polis," she says, making a mock curtsy. "Nice poncho."

I wink at her. "It hides a lot of stuff." I take my dagger out of its sheath, then slide it back in just enough for her to hear the _shishink_ of the metal. She starts laughing.

We head back to my table and sit down with our food. I start shoveling it in. A few bits of food drop on my poncho, but since it's already dirt brown, I don't care. Riley is talking to Ampalia in between mouthfuls, and she is laughing and taking swigs of her milk carton like it's a beer keg.

Out of the corner of my eye, I see a really neatly dressed dirty blonde kid walk up to us. He has glasses (no surprise there), a sky blue sweater, and khaki pants. In essence, a modern geek.

"Is this seat taken?" he asks, pointing to the seat next to me. I wave my hand dismissively. "Sure kid, we could use one more."

He sits down, and immediately all eyes are on him. His head lowers. Honestly, I can't blame him. I was like that up until last year. And of course, Riley says the first thing.

"So what's your name?" He asks with a smile.

"Uh…Jeremiah…" he says quietly. I give him a friendly slap on the back.

"Well Jeremiah, welcome to our little group. You're lucky number four." He smiles weakly. I can tell he wants to talk, but he's brains, not social.

"Ah, don't worry. You'll loosen up." He smiles again and turns his attention to his food.

"Well, I don't know about loosening up, but can I be number five?" A female voice asks. We all look at the next newcomer, and I'm shocked.

* * *

**Dun Dun Duuunn! Guess who's next to be introduced?**


	3. Rebirth and Rediscovery

Code X.A.N.A: Succession

Chapter 3: Rebirth and Rediscovery

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**Hey everyone. OmegaShadow0999 reportimg in live(not really) with an update for you all. This chapter. Yeah. So, enjoy, I guess.**

* * *

(Jeremiah's P.O.V.)

We were all looking at her. I, for one, was scared dead. She was smiling, her face was kind, but her _eyes_…

She was wearing a black shirt with a strange logo painted on it, and black sweatpants. Her hair was a messy electric crimson shroud that fell to the middle of her back. Her bangs hid an almost invisible pattern on her forehead, but I couldn't make it out. Her eyes were what really stood out. They were blood red, and didn't look like regular eyes. Her pupils were red, surrounded by white. Then there was a red ring, then more white. As she opened her eyes wider, I could make out another red ring, which had four extensions: one at the top going up, and three at the bottom, one straight down, on to the lower right, one to the lower left. Even more horrifying was that, as I glanced at her shirt, the same symbol was matched _perfectly_ with her eyes.

The other girl at our table was the first to regain her composure.

"Well," she said shakily, "I don't mind." Us guys looked at each other. The hatted one shrugged.

"Pull up a chair. Then we'll get names."

That seemed like a good idea to me. As soon as the new girl pulled up a chair, the hatted one raised his hand. "I'm Riley Arados"

The one in the poncho was next. "I'm Mephistopheles Fuhrer, but you can call me Mephiles."

The girl in the purple shirt waves once. "Ampalia Polis"

My turn. "Jeremiah Belpois."

No sooner than I finish, the new girl's head snaps in my direction, and I see a vein throb in her neck. I must have been really freaked out by her eyes, because for a moment I see small red sparks fly off her shoulder. We stare at each other for a few seconds. She doesn't blink. I feel like prey to her, the hunter. If I blink or move before she leaves, I die.

She calms down and looks away. "Anax Okoyl." She mutters.

Everyone seems surprised by her, but we all play it off and resume eating, until Riley breaks the silence.

(Anax's P.O.V.)

"So," Riley begins. "Anyone know where there's a good hangout spot?"

"I hear the computer lab's pretty empty after school." Jeremiah says.

"There's always the courtyard." Ampalia pitches in. My head starts aching slightly.

"There's a nice set of woods we could go into." Mephiles says. My head starts hurting. "We could climb some trees, go for a stroll, go through the sewers…"

At that, my head starts throbbing in time with my pulse, which is skyrocketing. Images flash trough my head. Skateboards. Scooters. Kids my age running from an invisible buzz. A factory. An assembly line. An elevator…and one word: _Home._

My head shoots up, and I spout information like a robot. "There is an abandoned factory that can be accessed by the city's main sewer systems. Descend down the manhole, go straight, then take a left, then straight, then right, then straight, then left, then straight again. There is another manhole at the far end of the sewer. Climb out, go through the main gates, slide down the cables, and the elevator code is 912844."

At the end of the code, my head drops and lands in my food. I see a symbol flash before my closed eyes, one I've drawn, sprayed, painted and carved since before I could think. Something I've only come to know as my Eye.

I slowly pick my head up, and everyone is looking at me. Jeremiah reaches out with his napkin to wipe off the food on my face, but I slap his hand away and growl at him.

"Don't touch me _Belpois_. Your father failed, and you'll do no better." With that, I storm off to the girl's bathroom to wash myself off.

(Riley's P.O.V.)

I stare in shock at Anax's violent and mysterious departure. Jeremiah is holding his hand, so I guess she's no pushover. I look at Ampalia.

"I'll get her." She says, seeing the look on my face.

She gets up and leaves, and I turn to Mephiles.

"Damn." He says. "That is one angry chick."

"Couldn't have said it better myself."

(Anax P.O.V.)

I feel that unnatural rage coursing through me. I no longer feel human. I feel like an angry goddess, and everyone should be quaking in their boots.

I storm into the girl's bathroom and turn on the faucet to wash my face off. As I wait for the water to warm, I hold the edges of the sink tightly. These thoughts… these feelings… they aren't mine, but at the same time they are.

"Stupid Belpois…thinks he's soooo smart. Curse you, Hopper…curse you…"

Red sparks begin coming off my hands as I let my anger vent. "Because of you, I almost died…"

My grip tightens, but I hardly register the sharp crack of the sink. "Me…after all I did…"

Red electricity is flying me off in random directions, but I don't care. I only care about letting my anger, which has festered for so long, being released. "I was perfect…"

My grip breaks the sink, and the breaking of the sink breaks my last bit of self-control. "AND YOU TRIED TO KILL ME!"

Electrical bolts have turned to lightning, and now I'm losing myself. I lose all coherence, and I fly into a frenzy. I don't hear what I'm saying, something about betrayal, kids killing me, my plans so close to fruition. I punch, claw, and yell, and before I know it, I'm sobbing on the ground, red currents crawling across my skin. I lie down on the floor of the destroyed bathroom, and lose myself to a deeper, darker…

"Anax?"

I snap awake, panting and in a cold sweat. The faucet is still running, and the bathroom is intact.

"Are you okay?" I turn to see Ampalia, a look of worry on her face.

"I…I'm fine…" I say so lowly, even I can barely hear. I turn back to the faucet and wash my face free of the food stuck to it. I dry off with paper towels, and turn back to Ampalia.

"So, the Factory at 7?"

She looks surprised, but not unhappy. "Sure. I'll tell the others."

"Will they remember how to get there?"

Ampalia laughed her hearty laugh. "With the way you explained, I think it's burned into their memory."

I laugh as well, and we leave for our separate destinations.

When I get to my dorm, I lock the door behind me. I really hate those daydreams. They are so…not me…yet they are me. Just like the memories.

Putting it out of my mind, I decide to lie down until I have to go to the Factory.

(Mephiles's P.O.V.)

It's 7:00 sharp, and all we're missing is Jeremiah. I guess he had to get his laptop, or something. Belpois…that name sounds familiar…

"Sorry for the wait, guys. I had to fetch my laptop. I still haven't fully unpacked yet."

"No prob, J-man." Ampalia pats him on the shoulder. "Now let's check this bad boy out. Anax, you take point."

I guess the key to survival is to make sure all nasty surprises come at someone other than you.

The door to the Factory is locked, but Riley just uses his skeleton key to open it. With a little effort, we manage to push open the over-sized garage door. We walk inside and stare in awe, or at least I do, at the sight that greets us.

(3rd person P.O.V.)

Jeremy Belpois sat typing furiously at his computer. As he was now the head of his own computer company, he had a lot of things to deal with. Hitting 'Send' on the display, he sent out a massive e-mail to all managers telling them about the next meeting.

He leaned back in his chair and let out a deep sigh. Aelita pressured him not to work so hard, but the benefits in the end made it all worth the stress.

He was about to refill his glass of water when a building layout appeared on screen. One so old, he had almost forgotten. But he could never forget the symbol that also appeared.

The Eye of X.A.N.A.

Jeremy bolted out of his study and ran to the garage.

Aelita was about to ask him where he was going in such a hurry, but he shouted "Supercomputer" before she said anything.

Jeremy hopped in his car and started the engine. He backed out of his driveway and zoomed off as fast as the speed limit allowed, hoping fervently he would not be too late.

* * *

**Okay, for those of you who are a little off the 8-ball, Anax is actually the baby X.A.N.A fused with. She gets angry easy, huh? Well, not really, if you'll notice she specifically mentions Jeremiah's father, Jeremy, before she storms off. And then X.A.N.A/Anax lets loose in her mind, the only place she can.**

**So sit back, wait, and I'll be back with Code X.A.N.A: Succession Ch. 3(2, if you don't count the prolouge), hopefully sooner than later. It'll be a big one! Plotwise, I mean, but that _could _neccesitate length. Hmm... Well, see ya.**

**Oh, and a special thanks goes out to San child of the wolves for reviewing. Much appreciated.**


	4. Rebooting

Code X.A.N.A: Succession

Chapter 4: Rebooting

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**Hey everyone. Sorry I haven't updated in a while. School's been busy, and I nearly got keehauled when report cards came out. But since I'm updating, I'm obviously still alive, so that's good. I apologize in advance for any lack of explanation as to appearances, behaviour, etc. I will try to clear everything up, so if you have any questions, send me a message. Enjoy!**

* * *

(Riley's P.O.V.)

As we walk into the factory, I gaze around me in awe. This place is perfect. Not too fresh, not too old, not too clean, not too dirty. This would be a perfect place to build my designs I've been sketching for so long.

Then I realize that 1: It's a factory, and 2: We're not here to build stuff, just hang out.

With Anax at the head, we proceed to the broken beginning of a staircase. There are four cables just out of arms reach.

Mephiles is obviously impressed, because he lets out a large whistle.

"Nice place Anax. Now what, we slide down the cables?"

"Yes." She replies. Her voice is almost robotic, but I can hear strain. About what, I'm not sure.

Ampalia runs forward, startling everyone, jumps off the ledge, grabs the cable, and slides down. She dusts herself off, checks her hands, then waves up at us.

"It's fine!" She yells, but much of the sound is lost in the building. "I think the cables are coated with non-stick oil or something, so you won't hurt your hands!"

Mephiles is the next to go, again taking a running jump. He clings to the cable with one hand and falls. Jeremiah shuffles at first, but then jumps off the edge ad clings to the cable like his life depends on it until he hits the floor. I run, jump, grab the cable, and slide down, but I swing just a little bit, so I go farther than everyone else. When I land, I stagger forward and smash into the elevator door. Ouch.

Then everyone turns to Anax. To my amazement, she just jumps off the ledge, missing the cables completely, and lands with a slight grunt. She then walks over to the elevator, which has a thick electric lock on it.

"O.K., so the code is…"

"Let me handle this." Mephiles interrupts. He walked over to the elevator, nudges Anax out of the way. He takes a look at the lock, turning it over and shaking it a few times.

Then he whipped out his black-bladed dagger, stabbed downward through the lock, waited for a second, and then twisted counter-clockwise. The lock immediately disengaged.

He turned to us and sheathed his dagger beneath his poncho. He then smiled and said "Lefty loosey."

I went over to the elevator and helped Mephiles push the door up. It was rusty, but nothing a little elbow grease couldn't fix.

Everyone piled into the elevator, but after a second or two, we were unsure of what to do next. I guess Ampalia sensed everyone's uncertainty, because she slapped the DOWN button and laughed "Next stop, possibly creepy basement."

(Jeremiah's P.O.V.)

The elevator started descending surprisingly smoothly, considering how old the factory must have been. We slowed down a few times, but that was probably due to faulty power lines.

After a few seconds the elevator stopped. The wooden wall in front of us lifted up to expose, surprisingly, a green industrial-like door. Two bars in the upper left and lower right corners painted with warning stripes retracted. The circle locking mechanism in the center door rotated 360 degrees, electricity sparking in cracks that spread to the right. It separated down the center and retracted into the walls.

We walked out of the elevator and into a white room. Looking up, I saw a dome in the ceiling, with a small hatch at the top. I looked at the floor as a hiss came out, accompanied by a cold white mist, probably liquid nitrogen. The floor, imprinted with the same symbol on Anax's shirt and eyes, opened up, and a black platform rose up. Out of the platform rose a black cylinder.

Anax approached the platform and pressed a button. A panel slid open and a lever popped out. She then turned to the rest of us, and pointed at me.

"You. You must restart the Supercomputer."

I was taken aback. "Why me?"

Anax shook her head and chuckled. "Because it is your legacy." She pointed to the Supercomputer. "Just as your father started and later shut down this computer, so you too must reactivate it. Don't deny it, I can see in your eyes curiosity will get the better of you."

She was right. If this really was a supercomputer, I just _had_ to see what it could do. I took a hesitant step forward. Then another. And another. But Riley put his hand on my shoulder before I got any closer to the computer.

"Hold on Jeremiah, I think Anax has some explaining to do."

He walked up to Anax and stuck his finger in her face.

"You tell us about a mysterious abandoned factory, run off when Jeremiah tries to help you, then you take us into some sort of secret computer lab and expect us to turn on a device that we have absolutely no clue what it is?"

Anax smiled and removed Riley's finger. "If you turn the computer on, and do exactly as I say for the next ten minutes, I promise on my honor that I will explain everything."

Riley took me by the shoulder, and we debated whether or not to listen to her.

"I think we should leave. It's not that I don't like her, but she's acting really weird." Ampalia started.

"I kinda want to see what will happen though." Mephiles said.

Riley thought it over for a little bit. "Whatever you guys vote, I'll follow."

Everyone looked at me. Mephiles punched me lightly in the shoulder. "Looks like you're the decider, champ."

I looked at the floor. On one hand, I wanted to just leave and forget this ever happened. On the other, Anax had said she knew about my father, and the fact that there was an alleged Supercomputer sitting in the room definitely interested me.

I looked at Anax. She paced around the object in the room, caressing the edges and the curves. She hung her head, walked to the opposite wall, leaned on it, and held her head. I felt some pity for her, and that swung my mind. I walked up to the lever…

…and pulled it up.

(Ampalia's P.O.V.)

Instantly, the room heated up and was filled with a rising hum. The piece of black metal suddenly blazed and lit up with a golden light. Golden waves moved along its surface, like a crowd at one of my concerts.

Anax shot up and pulled all of us into the elevator.

"Quickly!" she said. "To the Control Room!"

The elevator seemed to rise more quickly than before, like the gold and black device gave it a purpose again. The door opened to a green-lit room. In the center was a hologram of a desert. A chair swung around on a track to a set of four screens that hung down from the ceiling. Anax shoved Jeremiah forward and said "The password is 'Princess'. Use the Virtualization program on my signal. You can use the keyboard, and there is a headset where you can keep in touch. Don't do anything unless I say so."

With that she punched the DOWN button and we descended, this time coming to a room with three tubes, with lots of wires going into the ceiling. In the center there was a hatch, which I guess led to the Supercomputer.

Anax pushed all of us out and told us to get in the tubes. I went to the one closest to the elevator and stepped inside. Mephiles and Riley did likewise. Since there were only three, Anax stayed in the room.

"Alright Jeremiah, begin the process on Ampalia, Mephiles and Riley."

"Uh…O.K." Jeremiah's shaky voice sounded over the loudspeakers. The tube closed, and I was trapped inside.

"Transfer, Ampalia." The inside lit up, and a breeze flew upward.

"Scanner, Ampalia." Then I heard a hum, and the wind turned to a gale, like the cries of my fans.

"Virtualization!" And I was blinded by a white light.

(Mephiles P.O.V.)

I suddenly dropped to the ground, but instead of the floor of the tube, I fell onto a desert-like plain. The ground was wide-open, and there were large gaps in the terrain. I looked down at myself. I was dressed as a brown Inquisitor, minus the cross, and the hilt of a rapier hung at my side. On the front of my outfit was a picture of a dagger. I also had brown combat boots.

Riley landed next to me. He had a skintight red bodysuit with blue highlights, emblazoned with a double wrench. A rifle was slung across his back. He also had a red eyepiece that was secured on his ear.

Ampalia also landed next to us. She had a dark purple bodysuit with pink highlights, and two devices were mounted on her arms. As she got up, I noticed she had a music note on her chest.

We stood around, checking each other's outfits and weapons. Eventually I laughed.

"Wow, it's like a damn videogame."

Ampalia chuckled too. "This is so cool. I wonder if there are any enemies to fight. Then it would really be a videogame."

Then Jeremiah's voice came out of nowhere. "Uh, Ampalia, I think you're about to get your wish. I see four signals closing in on you. One of them is really big, so be careful. Anax will be there in a second."

On instinct, I whipped out my rapier, which had a surprising lack of weight, and brandished it. Riley took out his gun and held it like a soldier, and Ampalia lowered herself and tensed.

"Come and get us." I said.

(Jeremiah's P.O.V.)

I sent the Virtualization command to Anax, and sat back in the surprisingly comfortable chair. I watched as the four signals closed in on my new friends, but whirled around when the elevator went up. I was frozen with fear. How could I hope to explain any of this? The elevator came down just as quickly as it had gone up, and the door opened up to reveal the person I least expected.

"Dad?"

* * *

**Ha ha! Who saw that coming? Anyway, as for the signals, I have one word: Scyphozoa.**


	5. Nostalgia

Code X.A.N.A: Succession

Chapter 5: Nostalgia

* * *

**Hey, all. Here's Chapter 5 of Code X.A.N.A: Succession. It features a small history lesson, for those of you who may have forgotten Code Lyoko history. I tried to be as accurate as possible, so I apologize for any inconsistencies. I never said this before in any author's notes, so I'll say it once for copyright reasons. I DO NOT OWN CODE LYOKO OR ANY OF ITS CHARACTERS. I DO OWN ALL MY CHARACTERS AND ALL OTHER NON-CANON MATERIAL FEATURED IN THIS FANFIC.**

* * *

(Jeremiah's P.O.V.)

"What are you doing here?" I asked. My dad, here? Of all places, he was here?

"Son, get away from that computer. You don't know what you've gotten yourself into."

"So it is a Supercomputer. Anax was telling the truth"

The expression that was on my dad's face was pure horror. He ran over to me and looked at the screen. I saw Anax's signal show up on the screen. She apparently really liked that symbol on her shirt, because that was her virtual logo. My dad slammed his hand on the keyboard.

"No! How did he survive? After all we did, all we sacrificed, and he somehow manages to laugh in our faces one more time! Franz died for nothing!"

"Dad, are you talking about Uncle Odd, Uncle Ulrich, Aunt Yumi and Grandpa?"

My dad slowly turned to look at me, and I could see a tear in his eye. "Yes, I'm talking about them. They all fought, lost, and in Grandfather's case, died to end a great evil. An evil you are about to resurrect. X.A.N.A."

Then I remembered the bedtime stories I was told by Mom, and it made sense.

"X.A.N.A spelled backwards is Anax. Forgive me father, I didn't know…" I said depressingly. My dad just hugged me tight.

"I hope your new friends can help themselves. The Scyphozoa is there, and that means X.A.N.A is serious."

(Riley P.O.V.)

"Jeremiah, there are four crab-things and a giant jellyfish coming toward us. What are they?"

Jeremiah's voice was shaky when he answered. "Uh, one sec… here it is. The orange crabs are crabs, spelt with a 'k' and an 'e'. The jellyfish is the Scyphozoa. There's only ever one at a time, but it's almost invincible."

"Well," Mephiles piped up. "Let's give these guys a warm welcome."

I raised my rifle to take aim at one of the Krabes, but Anax, dressed in a black bodysuit with her symbol on her chest in blue wire-frame, pushed it down.

"Don't shoot. Wait."

The Scyphozoa slowly hovered toward us, with the four Krabes advancing on scything legs. They were a lot more confident and intimidating up close.

Anax spread her arms wide as the Scyphozoa went up to her. It encircled her head with two clear tentacles, placing another two on her temples and one on her forehead. A green liquid streamed through the tentacles and illuminated Anax's head. After a few seconds, it dropped her. Anax stood up and turned to face us. She was smiling evilly.

Through an unheard command, the four Krabes moved in front of her, like bodyguards. Anax held up her forearms, and two gauntlets, each with triangularly-placed tubes, appeared. She pointed them at us.

"Let's see if you are really worthy of the title 'Lyoko Warriors'."

With that, the Krabes rushed forward. I put up my rifle and fired a three-round burst. One of the Krabes was caught on its symbol, the same one Anax had on her costume, staggered, then exploded.

The other three charged a small ball of energy with their top three eyes and fired. The laser bolts mostly went wide, but one struck the ground right in front of me. I backpedaled, and Mephiles ran past me to take the offensive, his robes flapping.

He pulled out a steel rapier and dodged the bolts directed at him, but only by an inch or two. He slid underneath a Krabe and ran toward Anax, but she pointed her arm at him, and her gauntlet charged like the Krabe laser and fired rapidly. Mephiles' rapier deflected all the shots, and it seemed like he would stab her, but the Scyphozoa flicked him away like a bug.

Ampalia had figured out her weapons, and I realized they were wrist-sling-launched disks. Ampalia swung her right arm in an arc, and a saw-like disc flew out, sliced the symbol atop a Krabe, and returned to her.

We kept fighting, lasers and steel everywhere, but no one could get the upper hand. The Krabes were constantly moving and firing, and if we got too close, they would try and stab us with their legs. The Scyphozoa was mostly inert, simply hovering next to Anax, who also stood passive. On the other hand, I was beginning to see a pattern, and I acted.

Shooting slightly ahead of a Krabe, I shot off its foreleg, making it stumble. Mephiles wasted no time in jumping on the Krabes' back and plunging his rapier into the center of its symbol. The Krabe exploded with Mephiles still on it, and he was blown away, hitting the ground and not moving for a second. I was worried, but he got back up, his chest sparking.

"Careful Mephiles," Jeremiah's voice sounded. "You lost a lot of Life Points. Be careful."

"Life Points?" Ampalia asked.

"They're like HP in a video game. My dad says if you lose all of them, you get devirtualized back to Earth."

"Wait," I asked, "your _dad_ is there?"

As soon as I asked the question, the fourth Krabe froze in mid-step. I looked at Anax, who was grimacing. She snapped her fingers, and the Krabe disintegrated into pixels, which revealed a red 3-D wire frame underneath, which quickly faded. The Scyphozoa floated away, and Anax stepped forward.

"I think this has gone on long enough." She levitated off the ground slightly, curled into the fetal position, and three waves of yellow energy caved in on her. She then uncurled and spread her arms, and a black wave of energy smashed into everyone, devirtualizing them.

(Anax's P.O.V.)

I waited a few seconds before devirtualizing myself. I appeared in the Scanner, and the doors opened to reveal a greatly angered three-man throng.

"Explain." Riley said harshly. "NOW."

I rubbed my throbbing temples, wondering where to start. "How far back do you want to go?"

"Somehow, I doubt you'll have trouble remembering it all." Ampalia frowned, crossing her arms. Mephiles simply glared at me.

I sighed lightly. "Might as well sit, this could take a while."

Everyone sat, and I decided to start were Ampalia wanted-the very beginning.

"It all started many years ago. The details are slightly fuzzy, but I remember the gist of it. In 1974, a government-sponsored project called Carthage was founded.

"Franz Hopper, now listed as Waldo Shaeffer, was put in charge of this project. However, he eventually saw that the project would devastate the world, albeit indirectly. So he decided to put a stop to it. To that end, he created the world's first quantum computer. He created the artificial intelligence, codenamed X.A.N.A, to fully exploit the potential of the Supercomputer.

"The initial test runs were successful. The A.I. completed all the trials, and was ready to combat the A.I. of Project Carthage, codenamed Z.A.N.A, which stands for Zero Alliance Negative Administrator."

"Wait," Ampalia said. "Then why call the Quantum Computer's A.I. X.A.N.A?" They sound the same."

"The names are acronyms for different things. X.A.N.A, the one Hopper created, stands for Xenomorphic Algorithm Neo Administrator. The context usually tells you who is being referred to.

"To get back to the history, Hopper launched his A.I. against Carthage, but as the two engaged in battle, something went terribly wrong. Exactly what, I don't remember, but I do remember I…er…X.A.N.A, went rogue."

Riley stood up. "You said I. Are you saying YOU are X.A.N.A?"

I waved him off. "I'll get to that. I need to process this for myself you know. Actually, I mean that literally. Let me go at my own pace. It's not every day you find out you're an A.I."

He grunted and sat down again. "Fine, Miss Quantum Intelligence."

"Most of the things from there are fuzzy until about thirteen years ago. A human named Aelita, who was trapped on Lyoko, the virtual world we were just on, finally signaled a group of kids to come to her aid. X.A.N.A and these kids fought for roughly a year, following a pattern. X.A.N.A, using the Supercomputer, would launch an attack on the real world, such as possessing people, creating natural disasters, and taking over computer systems. The group of kids would go to Lyoko and stop X.A.N.A, and they used a Return to the Past feature to undo the damage caused. Of course, they were the only ones who remembered what happened.

"Some time after the Supercomputer was discovered, X.A.N.A was able to escape Lyoko by destroying its core. I'm not sure how, but one of the kids was able to restore Lyoko, and thus continue the fight against X.A.N.A.

"They fought, this time on a much larger scale, as X.A.N.A had taken over various lesser Supercomputers across the world, even in space, to build an army of robots. Eventually, though, this group came up with the idea to fight fire with fire. Using a multi-agent program, which was brought to full power by the sacrifice of Franz Hopper's life, X.A.N.A was supposedly destroyed for good.

"What's next I can hardly recall. I think a few agents of X.A.N.A survived, keeping only vital programs for survival intact. Eventually, X.A.N.A fused permanently with a young baby girl named Anabell, and has been living inside her ever since.

"For all my life I've been different. I was always the smartest in my class, able to solve problems, even complex ones, in a snap. I was left behind at about third grade, but then I got my first computer. When I started it up, it seemed like the world was laid out before me. I became three times as smart as I had ever been. I got smarter and smarter with every computer I came in contact with. Then in fifth grade, something happened.

"Since I was so smart, I was put down by the bullies in my class. It was constant verbal abuse, but when it got physical, I snapped.

"I…electrocuted him, just by touching him. I still remember the red bolts flying around him, not to mention his screams…

"He got third degree burns and was paralyzed for a week. I heard on the news that computers all over the world had gotten an incurable virus, that the computers simply froze and a red symbol was displayed on the monitor. Something clicked when I saw the symbol, and from then on I put it on almost everything I owned.

"Then I came here and met you guys, and you pretty much know the story from there."

By the time I finished, everyone was in various stages of shock and amazement. Mephiles' mouth was practically on the floor. Ampalia was wide-eyed, and Riley looked slightly fearful.

"I'm still Anax, you know. That won't change, at least while I'm in the real world. On Lyoko, however, I am indeed X.A.N.A."

At that, the elevator opened, and Jeremiah, with Jeremy, walked in.

(Mephiles' P.O.V.)

Jeremiah's…dad, I guess… walked up to Anax and picked her up by the collar of her shirt.

"It's over, X.A.N.A. Now that you're human, I can, no matter if you're fused with an innocent child or not, kill you. I wish I wouldn't have to hurt the innocent girl inside, but I have no choice."

I was even more shocked. Anax? He was going to _kill_ Anax? I couldn't let that happen. A.I. or not, she's my friend, for now at least.

I didn't have to draw my dagger, because Anax frowned and yelled "_Kankrelat!_"

Immediately the Scanner closed and, after three seconds, opened to reveal a small, mechanical beetle-like creature. It stepped out, and the small lens underneath its shell lit up with a whirring sound. Jeremiah's dad let go of Anax and jumped out of the way as a small laser bolt, much smaller than the Krabe's, flew by and dissipated against the wall.

The small beetle, Kankrelat, I guess, scuttled over to Anax, who patted its head.

"I have to stop you X.A.N.A!"

Anax laughed slightly. "Jeremy, it's over for you. Your days of glory are over. It's time to let the new generation pick up the torch. Besides, you have no idea what you would be getting yourself into."

Then she turned serious. "You have fought me and won, time and time again. But a new threat is looming, one that the old Lyoko Warriors cannot possibly hope to stop. Even as we speak, it is gathering its strength. It always was, but you foiled it temporarily when I almost died. And that was no small feat, I'll give you that. You have fought well, Jeremy Belpois, but you have no place in this war. Your time is past, but I'll tell you something. Your life shall go on, as if this new war does not exist, just like the lives of so many others all those years ago."

Jeremy got up. "I'll come back X.A.N.A."

"No, I don't think you will. You haven't been close to the Supercomputer in twelve years, and your immunity has worn off. Goodbye, Jeremy. Your son will keep the secret quite well. Like father, like son."

She turned to us and smiled. "Now, my friends, we will return to Lyoko, but for now we must get on with our lives."

Snapping her fingers, she shouted "_Return to the Past now!_", and were all engulfed in a white light.

* * *

**And so, the first Return to the Past is launched. And with it, the new Lyoko Warriors are born. Next, the war on Z.A.N.A begins! Stay tuned!**


	6. Just Checking

Code X.A.N.A: Succession

Chapter 6: Just Checking

(Ampalia's P.O.V.)

I faded back into consciousness on the bridge to the factory. I looked around, confused. Hadn't we just been inside the factory?

"Hello, everyone," Anax said cheerfully. "And welcome to about one hour ago."

"Wait, what?" Mephiles asked.

"The Supercomputer has a time reversal function, which can rewind time anywhere between five minutes and twenty-four hours," Anax explained. "Theoretically, it could gain enough power to expand those borders, but for now that's what we're regulated to."

"How can a computer gain more power?" Jeremiah asked. "Short of adding internal components, I mean."

"Well, the Supercomputer is able to, and don't ask me how, because that knowledge died with Hopper, double its power with each time reversal. That's how I was able to escape, at least in part, as every time the Supercomputer increased in power, so did I. Eventually, it was just a matter of time before I succeeded. However, with the length of time that the Supercomputer has been shut down, I don't think it has any trace of the ludicrous amount of processing power it possessed before it was shut down."

"So we're back to square one?" I asked.

"Yes. For now. But we will need to reverse time again, don't you worry. For the present, however, we must return to Kadic. We will not need to come back here until Z.A.N.A launches an attack."

Riley raised his hand. "Are we talking about you or that other A.I? 'Cause, you know, they sound the same."

Anax sighed and smiled. "Context, Riley, context. I will not launch any further assaults using the Supercomputer unless absolutely required. So, to answer your question, yes. The other A.I is the one being referred to."

I laughed. "So can we just keep reversing time over and over until you can just delete this S.O.B?"

Anax immediately turned serious. "If you make comments like that, you obviously have no idea what you've gotten yourself into. The Supercomputer is not a plaything, no matter what you think otherwise."

I raised my hands. "Hey, I was just joking. Although I was hoping to use the time-thingy to get in some extra practice time for my concert this weekend."

Mephiles immediately snapped his head up. "Hey, I know where I've seen you before. You're Ampalia, _the_ Amaplia, head of the Depth Chargers, right?"

This caught everyone's attention.

"You have your own band?"

"What music do you play?"

"Can we come?"

"Where is the concert?"

"Are you the lead?"

"How much is it?"

"Who writes your songs?"

I was bombarded with questions. I held up my hands and said "Whoa, easy there, people. I'll tell you everything later. For now, the concert is at the local stadium, at nine-thirty to twelve, and it's free."

"Sweet." Riley said. "Can we come?"

I waved him off. "Of course you can. In fact, I'll be sure you get in for free. Just say 'Silver Nanos from night' and you'll get in as V.I.P's."

"Silver Nanos?" Jeremiah asked. "The underground racing king?"

I huffed. "It really ticks me off when people say _king_. Though, I am wearing a helmet all the time."

After that, everyone's mouth was wide open. It was like there had just been a repeat of Amax's life story, except she just included the start of everything.

"Wow." Mephiles said. "Just…wow."

"Looks like the girls get all the fun, eh guys?" Riley added.

"Well, my dad does run computer company, Lyoko Tech." Jeremiah said.

Mephiles elbowed Riley. "Well, I guess all that makes our small shop next to nothing."

"What kind of shop?" I asked.

"Oh, you know, just car repairs, sometimes we do custom work. We also build cars from scrap we find in the local junkyard."

Anax made a disgusted face. "So you root through trash for a living?"

Riley laughed. "Not quite. There's actually a lot of stuff people throw away that's in working or repairable condition. There's also a lot of scrap lying around that's occasionally salvageable. We usually make some profit, but most of the time we're just building random junk."

"See?" I said excitedly. "We're all special."

"Some more than others," Jeremiah said, looking at Anax. She just blushed and rubbed the back of her head.

"Yeah, well, we'd better get back to school. We have to seem like normal kids, at least most of the time. Of course, we'll hang out a lot."

I punched Mephiles in the shoulder. "Beat you there."

He shook his head and smiled. "Not a chance, Ms. Rock Racer."

"Trash builder." And I took off.

"It's not trash!" He yelled before coming after me.

(Jeremiah P.O.V.)

I guess Mephiles won the footrace, because when the rest of us got to the campus, Ampalia had her head hung and he was laughing tiredly. We set a date to go back to the factory, and went our separate ways.

Since the day had been eventful, to say the least, I went back to my room. I dropped my backpack on my bed. I sat down at my computer desk and saw a disk imprinted with Amax's symbol, what had my dad called it… the Eye of X.A.N.A, in a case. I opened the case and inserted the CD into my computer. I ran the setup wizard and went through the installation process I had memorized since I was six. But then I saw the memory consumption and my jaw dropped open.

Over 2 Terabytes.

The disk read 'compressed', and that was even more shocking. Luckily I had installed multiple high-capacity hard drives in my computer, so I could install the disk with no problems. I let my computer do its thing, and looked at the time. 8:13.

I was amazed at how little time had passed since we went to the factory. Then I remembered the time reversal, which meant we hadn't actually gone to the factory. But I was willing to bet the Supercomputer was unaffected.

I opened up a browser window and started running background checks on my new friends. It seemed a little dishonest, but I just wanted to be safe. And plus, being the son of the president of Look Tech, one of the world's leading computer companies, had its perks. Namely, security clearance into just about anything.

I decided to check Riley first. The database paused for a few seconds as it brought up the information.

_Name: Riley Arados_

_Age: 15_

_Gender: Male_

_Hair Color: Black_

_Height: 5' 8"_

_Occupation: Student_

_Description: 15-year old Riley Arados is reported to be an average student. He resides with his father, and his mother was reported missing fourteen months ago. He currently attends Kadic Academy and cooperatively runs an auto repair shop with Mephistopheles Fuhrer._

_Medical problems: Allergic to most forms of venom, excluding scorpion venom. Suffers from occasional bouts of Melancholic Depression, usually at six-month increments, most particularly circa the anniversary of his mother's disappearance._

I was shocked. But Riley had seemed so cheerful…

I decided to check Ampalia next. Riley was an average kid who lost his mom. But this girl, oh boy…

_Name: Ampalia Polis_

_Age: 15_

_Gender: Female_

_Hair Color: Brown_

_Height: 5' 7"_

_Occupation: Student_

_Description: Ampalia Polis is described as a rebellious and flamboyant girl. She has below-average grades, and currently resides at Kadic Academy. She has been reported to authorities numerous times, but has never been arrested._

_Medical Problems: None_

I laughed slightly to myself. That sounded just like Ampalia. And by the looks of things, nobody knew exactly what she did with her nightly hours.

_Name: Mephistopheles Fuhrer_

_Age: 15_

_Gender: Male_

_Hair Color: Brown-Black_

_Height: 5' 8"_

_Occupation: Student_

_Description: Mephistopheles Fuhrer is reported to be an average teenager. He currently resides at Kadic Academy. He co-owns an auto repair shop with Riley Arados. Consistently signs up for after-school activities such as track._

_Medical Problems: Asthma, but has never had an asthma attack._

I raised an eyebrow. Obviously the people in charge had no idea what kids did in their spare time. I remembered Mephiles' dagger, and wondered if that was legal. Finally, I ran a check on Anax.

_Name: Anabell Dengaro_

_Age: 15_

_Gender: Female_

_Height: 5' 7.5"_

_Occupation: Student_

_Description: Anabell Dengaro was born sickly, but now is at full health. She developed Multiple Personality Disorder at age 11. She currently resides at Kadic Academy. She notably scores higher on IQ tests each year during psychological exams._

_Medical Problems: Multiple Personality Disorder_

That surprised me. Not the IQ thing, but that Anax's name was actually Anabell Dengaro. In fact, that the profiles as a whole surprised me. Pieces were left out, and stuff I didn't know presented itself. I decided to go to sleep. Early to bed, early to rise.

But as I fell asleep, some thoughts would not leave me alone.

Who was Anax? Was she Anax, X.A.N.A, Anabell, or someone else?

What would we do about the Supercomputer? How were we going to keep it a secret?

How had my father been involved with the Supercomputer? How many others would we have to look out for?

And most importantly… how much time did we have before Z.A.N.A attacked?


	7. First Encounter

**Hey everyone.**

**Wow...It's a long way back to the face of the Earth. Good thing I had my climbing rope handy, or I might have stayed off. Anyway, I'm sorry I haven't updated in so long. I've had school projects up the wazoo, and enough homework to boot. Add a dash of writer's block, and you've got the perfect recipie for a No-Update-soup. So here's chapter seven, and I hope you enjoy the sou...chapter.**

* * *

Code X.A.N.A: Succession

Chapter 7: First Encounter

(Mephiles' P.O.V.)

At the sound of my alarm clock, I rolled slowly off my bed and onto the floor. My fall was broken by the sheets I had put on the floor. The beeping continued. I put the sheets over my head. The beeping still kept going. With every beep I was more irriatated. Finally, I was so fed up, I jumped up, whipped out my dagger, and threw it at the clock. It sputtered and died.

After a second though, it did something it never did before. It sounded like _Beep-beep boop beep boop-boop_, as if it was _laughing_ at me. Then red electricity crackled around it, and the display cracked and exploded. I heard a girl laughing.

I opened the door, and there was Anax, her arm against the wall covered in red streaks of electricity. She was laughing hysterically.

"You should see your face!" She laughed.

I couldn't help smiling. "Good one. Too bad you can't do that to Riley."

She laughed some more. "I tried, but he has everything plugged into a surge protector."

I shook my head. You had to be really good to pull one on Riley. "After this, I may ask him for one." I grabbed my dagger out of the alarm clock and put it back in its sheath.

"Want to go get Ampalia?" I asked.

Anax shrugged. "You can if you want to. I'm going to get some breakfast. Her room is 927."

"See you there." I walked off to the girl's dormitory. Technically this wasn't allowed, but I had never been one for rules.

I knocked on Ampalia's door twice. When no one answered, I took out my skeleton key and unlocked the door.

Ampalia's room was a mess. At the far end was a desk littered with paper, pens, and other office supplies. A closet was half-open, letting…various clothes…all over the floor. A case was next to the door, and inside were several guitars. They were mostly electric, but there were was an acoustic or two. Cans of pink hair spray were on top, and some caps were missing.

Ampalia herself was sprawled out on her bed, a music stand with an open notebook in front of her, and a black electric guitar in her hands. Her hair was streaked with pink, and her pajamas had lightning bolts, amplifiers, and guitars all over them. She was completely still.

I crept toward her, but as soon as I was standing next to her bed, a girl screeched, making me turn around and waking Ampalia up.

"What are you doing in here?" She yelled. Ampalia put her guitar down and marched over to her.

"Get lost or you'll have another concert tonight. And he's here because I told him to be. Now beat it."

She slammed the door in the girls face and whirled around to face me, hands on her hips.

"What the hell are you doing in my room?"

"Getting you for breakfast. It's 8:22. Everyone's waiting."

The color drained out of her face. "Oh crap. Sorry." She started cleaning up the desk. "I was busy last night," she said, closing an open drawer. "I was so caught up practicing," she folded up the music stand and put the notebook under her bed. "That I totally forgot to sleep." She put her guitar away and found caps for the bottles of hair spray. "I had to write new songs," She picked up her clothes and started folding them. "And everything." She made her bed and turned around to face me. "So are you going to step out or stay while I get dressed?"

My face turned red. "I'll be in the hallway." I left her room and stood outside the door. After a few minutes, Ampalia came out in jeans and a shirt with a depth charge, four people with drums, guitars, and a girl with a microphone that had _Depth Chargers_ written in red.

"Let's go," she said. I pointed to her hair.

"Keeping the streaks?" I asked.

She shrugged. "They'll wash out in a week or so."

She then pushed me into the wall and ran off, yelling "Tag!"

I ran after her, yelling "You better run!"

(Anax's P.O.V.)

Everyone was staring at me.

"What?" I asked.

Riley and Jeremiah looked at each other, mouths open. They then pointed to the small stack of five pancakes on my plate.

"THAT." They said in unison. I shrugged. I took the syrup and began pouring.

I heard a thud as Jeremiah fell out of his seat. "You're drowning them in syrup!" Riley yelled.

I cut my pancakes. "So?"

"That's too much! You can't possibly fit chunks like that in your mouth!" He pointed to the quadsected pancakes.

I took a piece and easily fit it into my mouth. "A gawus gawa ee." I said, my mouth full. Riley let his head fall to the table. Jeremiah groped the table, trying to pull himself up. When he saw me eating the pancakes, he fell to the floor again. I smiled to myself.

I heard scuffling and turned toward the door to see Ampalia and Mephiles wrestling through the doorway. Everyone was giving them a wide berth, and some of the girls had looks of disgust on their faces. Neither of them had the upper hand, but they were slowly coming over to our table.

They matched move for move, neither giving an inch. They were so cute, like two Krabes fighting over resources. But then, they both fought with the same ferocity. They worked their way over to us, by which time Jeremiah had recovered from his case of chair-to-floor-itus, and everyone in the cafeteria was watching the brawl.

Finally, Mephiles put forward a burst of strength and pushed Ampalia to the ground. But she retaliated by knocking his legs out from underneath him. Mephiles tumbled to the ground, and Ampalia made a dash for her seat. Mephiles recovered though, and he dashed for his seat as well. Both made a final leap, and the victor was…

I blinked. From the time of their leap, both had taken 0.9283771064 seconds to arrive. I racked my brain to find even the smallest difference, but they had simply been even. They started bickering back and forth over who had won, but they were just as equal with words as with actions.

I chuckled to myself. "The calm before the storm is the hardest part to enjoy."

Riley looked at me. "Speaking of which, how long until Z.A.N.A attacks?"

That got everyone's attention. I lowered my voice so no one could eavesdrop. "I don't know. Z.A.N.A, much like myself, needs to access a Tower on Lyoko in order to assault the real world. A Tower is basically a focal point of the Supercomputer's processing power. Take control of it, and you can do a lot of things. If you take control of a Way Tower, you can do just about anything, provided you don't break any scientific laws. There are loopholes though, so don't be surprised if energy spontaneously appears."

"So, how do we shut these things down if Z.A.N.A takes control of one?" Ampalia asked.

"Simple. We go to Lyoko, and I enter in the code 'Lyoko'. There is another code, but now I refuse to use it."

"That's the code 'X.A.N.A', isn't it?" Jeremiah said. I nodded.

"Precisely. Code X.A.N.A, with an 'X', gives me full control over a Tower, and if it's a Way Tower, I can control the entire Sector. I presume you read the disk."

"What disk?" Mephiles asked.

"Anax gave me a disk containing all the stuff she wouldn't tell you guys. I guess it's because I'm the only one here with enough computer power to download everything."

I nodded again. "There's dangerous stuff in there, including data for creating monsters. Given enough time, even a nitwit could make a super Kankrelat with that data. I trust Jeremiah, not because of personal feelings, but because he's the only one who will understand the contents."

"You still haven't answered my question. How long do we have?" Riley repeated.

I shrugged. "From my calculations, we will be attacked between now and 2:00."

"Until then, we'll just have to lead our normal lives." Jeremiah said. "We have about a week until school officially starts, so until then, we can relax and do whatever."

We all stood up. "Text each other if anything happens." Ampalia said. "By the way, everyone have a cell phone to text?"

Riley held up a red phone with a flip-open keyboard. Mephiles took out a blue flip-open phone. Jeremiah held up a full-touch screen, and Ampalia had a pink and purple covered slide-open phone. I tapped my head.

"Please. Over a Terabyte of accumulated RAM, sixteen Terabytes of memory, and millions upon millions of files? And you think I haven't assimilated a computer linked to a phone service?"

Everyone else groaned. "Lucky A.I." Mephiles said.

We laughed, and went off to our separate activities.

(Riley P.O.V.)

I decided to head back to the factory. After all, it had a lot of room and probably lots of spare parts lying around. I could use a project on the side.

As I walked through the meadow, I wondered exactly what threats we would have to face on Lyoko. Those Krabes hadn't been too much of a threat, though I had to wonder if they were holding back. If their size had said anything, they probably were. And if Anax got the creeps from Z.A.N.A, then that was enough to worry about.

Putting the thought out of my mind, I instead tried to figure out what to do. Walking to the factory every time seemed like it would be a pain, so maybe some scooter, bikes, or skateboards would be a good idea.

Again the thought of Z.A.N.A forced itself to the front of my thoughts. I tried everything to forget, listing ideas for paint jobs, different car companies, my favorite songs, Mephiles' antics, anything. But nothing could take my mind off the unavoidable battles. I rubbed my temples in frustration. Curse my brain.

As I began to pull the hatch off the sewer, I heard a rustling sound from the bush. I whirled around to see Jeremiah struggling to get a branch unstuck from his pant leg.

"It seems we're going to the same place." I chuckled.

Jeremiah yanked his leg free and shook it. "Seems so."

"What are you going for?"

"To check out some stuff. I'm worried Anax didn't tell me everything."

I frowned. "Careful Jer. If Anax didn't tell you something, it was for a good reason."

He frowned back. "I've read too many books where information denied leads to near or definite death. I will not take that risk in real life."

I shrugged and pulled the manhole cover off. "Whatever. You're the genius."

(Ampalia P.O.V.)

I headed back to my room to grab my guitar before heading to the gym. I needed practice. I always needed practice. You never had an excuse not to practice. I didn't join a band by slacking.

I grabbed one of my electric guitars and ran to the gym. Since it was a custom design, my guitar had a built-in amplifier; all I needed to do was plug it in.

Since nobody was in the gym, I felt obligated to blow the roof off, for absolutely no reason. I got up on the stage and plugged my guitar into the wall outlet. I played a few chords and adjusted my strings. I closed my eyes and listened to the first second or two of drums, then brought my hand down and heard the note ring out through the empty building. I brought my hand back up and started playing the song, hearing my bandmates playing in my head.

I finished the song and cycled through a mental list before selecting another song. I turned down the volume, since in this one I was more of a background player to complement the vocals. I brought my hand down to start playing, but this time a horrible screech came from my guitar. I covered my ears and gritted my teeth; it was like a microphone next to a speaker. I waited until that horrible sound died out, then checked my guitar. It was fine-all the dials were set, the strings were attached. I tried again, but this time there was no sound.

I walked over to the outlet. My guitar was plugged in, so how was it not working? I switched the plug and tried playing again. This time a horrible screeching tore through the air, and almost through my eardrums. Amazing, considering the volume at my concerts. After the sound died, I tried again very softly. The outlet sparked and started smoking. Instead of heat, however, the air got cold. I got a whiff of the smoke and almost choked. A bitter metallic taste coated my tongue. I realized what the smoke really was.

"Oh son of a…"

(Jeremiah's P.O.V.)

My phone vibrated and the belling of the Text Received alert came from my pocket. I brought it out and saw a picture attached. It was from Ampalia, so I opened it right away. When I saw the picture, my heart skipped a beat.

A big, black 'Z'.

I ran towards the elevator as fast as I could.

"Hey!" Riley shouted.

"Supercomputer, now!" I yelled back. Riley bolted after me.

I darted inside the elevator, and Riley flew by so fast he slammed into the wall, slapping the 'Down' button as he passed it. The elevator seemed to take forever to descend, as if Z.A.N.A was trying to slow us down.

I got off at the Control Room, and Riley headed down to the scanner room. I leapt into the waiting chair and slid the headset on. I typed and brought the Supercomputer out of Sleep, then prepped the Virtualization sequence.

Riley's voice came over the headset. "Okay Jeremiah, let 'er rip!"

"Roger!" I started the process.

"Transfer, Riley! Scanner, Riley! Virtualization!"

(Riley P.O.V.)

I dropped to the ground, this time in a forest. Jeremiah's voice came from thin air.

"Okay Riley, you're on your own for now, but Mephiles and Anax should be here any minute now."

"Roger. What should I look out for?"

"Anything that doesn't have Anax's symbol. Be careful."

"I plan on it."

I took my rifle off my back and kneeled down. Everything was quiet, for now at least. It was totally unlike a real forest. But that's Lyoko I guess, and it's nice for a change. It was unrealistic, but that reminded it wasn't like home, it was a different place, with other things that made it appeal to anyone. If it wasn't a virtual battlefield, it would be a vacation spot.

I saw a very tiny flicker of light off to my left.

"Hey Jeremiah?"

"Yeah?"

"Does my rifle have a scope?"

"Probably. I'm guessing you're asking because of these signatures I can't identify?"

"Exactly."

I sighted down the barrel of my rifle. If I didn't have a scope, I would have to rely on my naked eye.

"Here." A scope virtualized on my rifle. "You got the scope." Jeremiah announced like an annoying video game assistant.

I shook my head and looked through the auto-zooming scope at the approaching figures. All ten of them.

A teardrop head, adorned only by a knight's visor, settled on top of a short neck, which connected to a body the size of a four-year-old. A spike on either shoulder rose to the same height as the tip of the head. Two arms ended in glinting silver blades. Four tiny, pointed legs propelled the creature along. The creature itself was a non-metallic silver, aside from the symbol on its chest. It resembled Anax's symbol, but it was flipped upside down. The two extensions to the right and left now extended upwards as well, making a trident shape.

"Jeremiah, you might want to get a pad and pen."

I lined up the crosshairs on the monster's symbol.

"Suck it, Z.A.N.A."

(Jeremiah's P.O.V)

I barely acknowledged the elevator rising. Mephiles ran over to my chair and looked at the monitor with me.

"What's going on?"

"Riley's going up against ten monsters all by himself! You've got to go help him!"

I dashed back to the elevator and went down to the scanner room. I hopped in one of the Scanners and it closed.

"Transfer, Mephiles! Scanner, Mephiles! Virtualization!"

Everything went white. Then a forest popped into view as I fell to the ground. I looked to my left to see Riley hiding behind a tree, jumping out every now and then to take potshots at a group of ten creatures. One of said creatures noticed me and alerted two of his buddies. They turned to face me and their blade-like arms glowed orange. I chuckled to myself. There was no way they could hit me with swords at this distance.

The lead one brought its arm down in an arc. A crescent of orange energy flew from the blade at a high speed. I turned my body to the right. Time seemed to slow down as the crescent passed through were my face had been two seconds before.

I darted behind another tree before a sword laser chopped me in half.

"Some party, huh?" Riley asked as he fired another shot from his rifle. He ducked behind the tree as several blasts impacted on the trunk.

"OK, forget this." I rolled out of cover, then put on a burst of speed and rushed toward the monsters. Their crescents became less and less accurate the closer I got. I whipped out my rapier and slashed once. I continued my sprint back to cover behind the monsters. I looked to see three of them stagger about on their tiny legs before exploding. I blinked. Three with only a single slash? I guess groups had a weakness.

I didn't have time to pat myself on the back, because the creatures focused all their attention on me. Riley took the opportunity to pick off another two. The creatures shifted their attention back to him. They obviously were plain stupid, so I dashed out, cut down another two, then dashed back.

Or tried to.

One of them got off a blast, which smacked me full on my spinal cord. I flew forward onto my face, but thankfully Lyoko didn't have dirt ground. I scrambled to my feet and stumbled behind the tree. I curled up on the ground, my back felt like it had been torn open.

"Careful Mephiles, you just lost 30 Life points."

Okay so these little buggers traveled in large groups, were stupid, and hit hard. So I had to hit first, or outsmart them. There were three left, so it shouldn't be much of a problem. Riley took a shot, destroying one, and when the last two turned around, I rushed and cut them in half, jumping back to avoid the small blast. Riley poked his head out, then came out in the open.

"Some firefight, huh?" Riley asked

I grinned. "Nothing like the matches against Matt Freedy and Johnson."

Riley shook his head. "You won't let me live that down, will you?"

"Nope."

We grinned at each other for a moment. Then I heard two _thuds_, and Riley's face went from one end of the spectrum to the other. He yanked me toward him by my robes. I looked at where I was just standing. A large, steel arm was embedded in the earth. Any slower and I would have been served with a side of gravy.

The owner of the arm was larger than either of us. A house shaped head sat on a grey mantle-like piece, which apparently passed as shoulders. A blood-colored pyramid body pointed down, two black multi-jointed legs that were too small attached at the bottom. One arm was a large pincer-shaped slab of silver metal. The other was very machine-like, ending in three barrels of what were assured to be lasers. Z.A.N.A's symbol was plastered coldly on its building-head, burning black, if that were possible.

Worst of all, there were two of them.

The one that hadn't tried to smash me raised its laser arm, briefly charged the three weapons, and fired at Riley. The shot sent him spinning back to his tree, which he gladly crawled behind. My best friend in front of me ripped its arm free of the ground and tried to club me again. I dodged and sunk into a fighting stance, praying that my luck would hold out. And also that the Star Wars principles for lasers applied here too.

The hulk that had twice tried to crush me raised its laser arm and fired a few blasts. I dodged two, two missed completely, and the last hit my rapier, reversing direction back to its owner. The blast collided with the club arm, doing absolutely nothing. I tried cutting that arm before the creature could pull it out, but my rapier was deflected like nothing. The beast yanked its arm free, and I was unintentionally clipped under the jaw. So I had a little flight.

Landing on my face for the second time, I rolled to the left as the brute tried smashing me yet again. Obviously, it failed, and I had just enough time to get up before it fired at me. I backpedaled, trying to avoid a lasery death. I nearly fell off the edge of the plateau, stopping at the last second. The creature walked toward me, the ground shaking as it did so. It raised its arm to send me over the edge…

Then was pulled back like a ragdoll by several clear tentacles.

(Anax P.O.V.)

I stared at the struggling monster in my tentacles. I sneered, then tossed it over my shoulder and into the Digital Sea. I could see the look of shock on Mephiles' face.

"Fusing with the Scyphozoa has a few perks." I said.

I turned to the other monster. It had Riley pinned down, who was pressed against the tree like his life depended on it. It didn't, but hey, I'm not going to tell him.

I raised my tri-wrist lasers and fired at the others' head. Predictably, it exploded.

"Well, now that I've cleaned up your mess, let's move. We've got a tower to deactivate."

I walked away, leaving Riley and Mephiles behind before they decided going with me was a good idea.

"Guys, you're getting close to the tower. Confirm a visual." Jeremiah's voice echoed.

I looked around. There… a Tower, glowing orange.

"Confirm visual." I said. "Let's go."

We ran towards the Tower, taking a few detours. The Forest sector wasn't exactly straightforward. That was one problem I had previously been happy about, but now it was just a pain.

When we walked onto the Tower's plateau, there were a dozen or so spinning disks around the Tower. One of them noticed us and alerted a few of its buddies, which broke off and floated toward us. Riley shot one, causing it to go up in a massive fireball.

"Careful!" I shouted. "I think these are suicide bombers!"

As if on cue, one of them rushed toward Riley. He fired, but the disk weaved in between the shots. Mephiles and I dived away from him, and Riley was caught in the explosion.

When Mephiles looked back, he shouted "No!" and collapsed to his knees. "Riley…"

"He's not dead." I said, rolling my eyes. "He just devirtualized. I swear, you make an embarrassment of yourself."

"Oh…" Mephiles stood up and dusted himself off, pretending that never happened.

Refocusing on the disks, I pointed one of my lasers at the ring-around-the-Tower and fired once. The bolt flew and hit one disk, causing them all to go up in a massive explosion.

"Stay here." I said. "I'm going in."

I walked up to the Tower and paused. How many times had I tried to stop the same thing from happening? Now I was the one to do it? I'm such a hypocrite.

I placed one hand on the bulbous side of the Tower, red waves rippling across the surface. I walked into the Tower slowly and walked to the center of my Eye-shaped platform. A sense of weightlessness came over me, and I rose up to the top of the Tower. A small screen appeared in front of me. I hesitated. What if I put in Code X.A.N.A by accident? I would have to take the risk.

I placed my right hand on the screen, leaving a handprint. "X.A.N.A" appeared in red letters above it. The print and the name vanished. Then "Code" appeared, and after a short pause, "Lyoko" was typed out underneath it. The numerous screens on the inside of the Tower dropped down, until it was pitch black. Then a light rose up from the bottom of the Tower, flowing onto Lyoko, the Factory, and the rest of the world.

Jeremiah's voice sounded "Return to the Past now!"

(Ampalia's P.O.V)

After the light had flowed over me, I found myself back in the school's cafeteria along with Anax, Riley, Mephiles and Jeremiah. Anax was smiling, Riley had his head in his hands, Mephiles looked passive, and Jeremiah was smiling.

"I never want to fight a guitar again." I said. "I never knew they were such good swordfighters."

Everyone either laughed or shook their heads.

"So that's what the attack was." Jeremiah said. "I was wondering what Z.A.N.A was doing to you."

"Trust me, you never want to have a swordfight with an electric guitar."

Anax spoke up. "You might laugh now, but things will only get harder from here on out. Now that Z.A.N.A knows how most of us fight, it probably won't play so nice."

"So what should we do?" Riley asked.

"Well first, we need to make sure we know as much as we can about Z.A.N.A. Second, we need to keep our skills sharp, so I'll start hosting training sessions Wednesday nights. Third, we need an excuse to get away from school to the Factory."

"How about the infirmary?" Jeremiah asked.

"Not bad. Way to copy your dad, Jeremiah."

He blushed and scratched at the table with a nail.

"Okay, everyone good?"

We all nodded.

"Good. Be ready for when Z.A.N.A attacks next. It won't be for a while, but stay sharp."

Mephiles stood up. "Oh, I don't think we need to worry. _Z.A.N.A_ is the one who should worry."

* * *

**Hrm...I really enjoyed writing this chapter. I took a while, but it was worth it. Here's the monster profiles-**

**Nite-small, weak, but hits hard**

**Lanse-big, buff, smart**

**Bom-suicide bomber(as if the name didn't give it away)**

**Come to think of it, the Lanse is a lot like the Hunter...oh well. Review please!**


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